20

Owners

IT IS THIS DAY MUTUALLY AGREED, between Owners/Disponent Owners/Time chartered

Owners/Chartered Owners (Note: Delete as appropriate) of the (SS/M.V.) (Self/Non Self Trimming Bulk
Carrier/Tween Decker/Tanker) Call Sign

Description of Vessel: Built at of tons of 2,240 lbs. deadweight all told, or

thereabouts, and with a grain cubic capacity available for cargo of cubic feet (including
cubic feet in self-bleeding wing spaces)

Classification: Classed in now

Note: Insert Vessel’s Itinerary:

Charterers
Sa

and of Charterers.

1. Loading Port(s)/Description of Cargo

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That the said vessel, being tight, staunch strong and in every way fit for the voyage, shall with all convenient speed
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proceed to and there load at safe loading berth(s) in Charterers’ option, always afloat, a
full and complete/part* cargo in bulk of at Charterers’ option tons of 2,240 lbs.*/1,000
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kilos.* % more or less, quantity at Owners’ option.

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*Delete as appropriate.

2. Notice and Loading Port Orders

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Owners are to give Charterers (or their Agents) (telegraphic address “ ” telex number: ) 15
and 7 days’ notice of vessel’s expected readiness to load date, and approximate quantity of cargo required with the 15
days’ notice, such quantity to be based on a cargo of Heavy Grain, unless the cargo composition has been declared or
indicated.

The Charterers are to be kept continuously advised by telegram/telex of any alteration in vessel's readiness to load
date.

Master to apply to (telegraphic address " ”) for first or sole loading port orders 144 hours
before vessel's expected readiness to load date but not sooner than 144 hours before the laydays in Clause 4 and
Charterers or their Agents are to give orders for first or sole loading port within 72 hours of receipt of Master's
application, unless given earlier.

Orders for second port of loading, if used, to be given to the Master not later than

Master is to give Charterers (or their Agents) 72 and 12 hours’ notice of vessel's estimated time of arrival at first or
sole loading port together with vessel's estimated readiness to load date.

3. Vessel Inspection

Vessel is to load under inspection of National Cargo Bureau, Inc in U.S.A. ports or of the Port Warden in Canadian
ports. Vessel is also to load under inspection of a Grain Inspector licensed/authorized by the United States

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copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

Department of Agriculture pursuant to the U.S. Grain Standards Act and/or of a Grain Inspector employed by the
Canada Department of Agriculture as required by the appropriate authorities.

If vessel loads at other than U.S. or Canadian ports, she is to load under inspection of such national and/or regulatory
bodies as may be required.

Vessel is to comply with the rules of such authorities, and shall load cargo not exceeding what she can reasonably
stow and carry over and above her Cabin, Tackle, Apparel, Provisions, Fuel, Furniture and Water. Cost of such
inspections shall be borne by Owners.

4. Laydays/Cancelling

Laytime for loading, if required by Charterers, not to commence before 0800 on the day of
20

Should the vessel's notice of readiness not be tendered and accepted as per Clause 18 before 1200 on the
day of 20 the Charterers have the option of cancelling this Charterparty any time
thereafter, but not later than one hour after the tender of notice of readiness as per Clause 18.

5. Destination

On being so loaded, the vessel shall proceed to as ordered by Charterers/Receivers*, and deliver the
cargo, according to Bills of Lading at safe discharging berths in Charterers' option, vessel being always
afloat, on being*/having been* paid freight as per Clauses 8 and 9.
Sa

Discharging Port Orders: Master to apply by radio to (telegraphic address " ") for first or
sole discharging port orders 96 hours before vessel is due off/at* and they are to give first or sole
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discharging port orders by radio within 48 hours of receipt of Master's application unless given earlier. If Master's
application is received on a Saturday, the time allowed shall be 52 hours instead of 48 hours.
pl

Orders for second and/or third port(s) of discharge are to be given to the Master not later than vessel's arrival at first
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or subsequent port.
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Master to radio Charterers/Receivers (or their Agents) 72 and 24 hours’ notice of vessel's estimated time of arrival at
first or sole discharging port. Charterers/Receivers (or their Agents) are to be kept continuously advised by
radio/telegram/telex of any alterations in such estimated time of arrival.
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*Delete as appropriate.

6. Bills of Lading

The Master is to sign Bills of Lading as presented on the North American Grain Bill of Lading form without prejudice to
the terms, conditions and exceptions of this Charterparty. If the Master elects to delegate the signing of Bills of Lading
to his Agents he shall give them authority to do so in writing, copy of which is to be furnished to Charterers if so
required.

7. Rotation of Ports

Rotation of loading ports is to be in Owners'*/Charterers'* option.

Rotation of discharging ports is to be in Owners'*/Charterers'* option, but if more than two (2) ports of discharge are
used rotation is to be geographic to

*Delete as appropriate.

8. Freight

Freight to be paid as follows:

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

per ton of 2,240 lbs./1,000 Kilos*.

Charterers have the option of ordering the vessel to load at in which case the rate of freight to be
per ton of 2,240 lbs./1,000 Kilos*.

Charterers/Receivers have the option of ordering the vessel to discharge at in which case the rate of
freight to be per ton of 2,240 lbs./1,000 Kilos*.

If more than one port of loading and/or discharging is used, the rate of freight shall be increased by per
ton of 2,240 lbs./1,000 Kilos* for each additional loading and/or discharging port on the entire cargo.

*Delete as appropriate.

9. Freight Payment

(a) Freight shall be fully prepaid on surrender of signed Bills of Lading in in currency to
on Bill of Lading weight, discountless, not returnable, vessel and/or cargo lost or not lost. Freight shall be deemed
earned as cargo is loaded on board.

Once the Bills of Lading have been signed, and Charterers call for surrender of Original Bills of Lading against freight
payment above, it will be incumbent upon Owners or their Agents to comply immediately with such call for surrender
during office hours, Mondays to Fridays inclusive.

(b) (Other)
Sa

10. Cost of Loading and Discharging

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(a)* Cargo is to be loaded and spout trimmed (to Master's satisfaction in respect of seaworthiness) free of expense to the
vessel.
pl

Cargo is to be discharged free of expense to the vessel (to Master's satisfaction in respect of seaworthiness).
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(b)* Cargo is to be loaded and trimmed at Owners' expense.

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Cargo is to be discharged free of expense to the vessel (to Master's satisfaction in respect of seaworthiness).
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*Delete as appropriate.

11. Stevedores at Loading Port(s) and Discharging Port(s)

Stevedores at loading Port(s) are to be appointed by Charterers*/Owners* and paid by Charterers*/Owners*.

If stevedores are appointed by Owners, they are to be approved by Charterers at loading port(s), and such approval is
not to be unreasonably withheld.

Stevedores at discharging port(s) are to be appointed and paid for by Charterers*/Receivers*.

In all cases, stevedores shall be deemed to be the servants of the Owners and shall work under the supervision of the
Master.

*Delete as appropriate.

12. Bulk Carrier and Wing Spaces

(a) The vessel is warranted to be a self-trimming bulk carrier*/non-self-trimming bulk carrier*.

(b) Cargo may be loaded into wing spaces if the cargo can bleed into centerholds. Wing spaces are to be spout trimmed;
any further trimming in wing spaces and any additional expenses in discharging are to be for Owners' account, and

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

additional time so used is not to count as laytime or time on demurrage.

*Delete as appropriate.

13. Overtime

(a) Expenses

(i) All overtime expenses at loading and discharging ports shall be for account of the party ordering same.

(ii) If overtime is ordered by port authorities or the party controlling the loading and/or discharging terminal or facility
all overtime expenses are to be equally shared between the Owners and Charterers*/Receivers*.

(iii) Overtime expenses for vessel's officers and crew shall always be for Owner's account.

*Delete as appropriate.

(b) Time Counting

If overtime ordered by Owners be worked during periods excepted from laytime the actual time used shall count; if
ordered by Charterers/Receivers, the actual time used shall not count; if ordered by port authorities or the party
controlling the loading and/or discharging terminal or facility half the actual time used shall count.

14. Separations
Sa

Cost of cargo separations, including labor used for laying same, to be for Charterers' account unless required by
Owners, in which case all resultant expenses shall be borne by the Owners.
m

Separations ordered by Charterers shall be made to Master's satisfaction (but not exceeding the requirements of the
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competent authorities).
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15. Securing
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(a) For Owners' account*

Any securing required by Master, National Cargo Bureau or Port Warden for safe trim/stowage to be supplied by and
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paid for by Owners, and time so used not to count as laytime or time on demurrage.

Bleeding of bags, if any, at discharge port(s) to be at Owners' expense, and time actually lost is not to count.

(b) For Charterers' account*

Any securing required by Master, National Cargo Bureau or Port Warden for safe trim/stowage to be supplied by and
paid for by Charterers, and time so used to count as laytime or time on demurrage.

Bleeding of bags, if any, at discharge port(s) to be at Charterers'/Receivers' expense.

*Delete para (a) or (b) as appropriate.

16. Fumigation

If after loading has commenced, and at any time thereafter until completion of discharge, the cargo is required to be
fumigated in vessel's holds, the Owners are to permit same to take place at Charterers' risk and expense, including
necessary expenses for accommodating and victualling vessel's personnel ashore.

The Charterers warrant that the fumigants used will not expose the vessel's personnel to any health hazards
whatsoever, and will comply with current IMO regulations.

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

Time lost to the vessel is to count at the demurrage rate.

17. Opening/Closing Hatches

At each loading and discharging port, cost of first opening and last closing of hatches and removal and replacing of
beams, if any, shall be for Owners' account. Cost of all other opening and closing of hatches, removal and replacing of
beams shall be for Charterers'/Receivers' account.

18. Time Counting

(a) Notice of Readiness

Notification of vessel's readiness to load and discharge at the first or sole loading and discharging port shall be
delivered in writing at the office of Charterers/Receivers between 0900 and 1700 on all days except Sundays and
holidays, and between 0900 and 1200 on Saturdays. Such notice of readiness shall be delivered when the vessel is in
the loading or discharging berth if vacant, failing which from a lay berth or anchorage within limits of the port, or
otherwise as provided in Clause 18(b) hereunder.

(b) Waiting for Berth Outside Port Limits

If the vessel is prevented from entering the limits of the loading/discharging port(s) because the first or sole
loading/discharging berth or a lay berth or anchorage is not available within the port limits, or on the order of the
Charterers/Receivers or any competent official body or authority, and the Master warrants that the vessel is physically
ready in all respects to load or discharge, the Master may tender vessel's notice of readiness, by radio if desired, from
Sa

the usual anchorage outside the limits of the port, whether in free pratique or not, whether customs cleared or not. If
after entering the limits of the loading port, vessel fails to pass inspections as per Clause 18(e) any time so lost shall
not count as laytime or time on demurrage from the time vessel fails inspections until she is passed, but if this delay in
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obtaining said passes exceeds 24 running hours shex all time spent waiting outside the limits of the port shall not
count.
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(c) Commencement of Laytime

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Following receipt of notice of readiness laytime will commence at 0800 on the next day not excepted from laytime.
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Time (not excepted from laytime) actually used before commencement of laytime shall count.

(d) Subsequent Ports

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At second or subsequent port(s) of loading and/or discharging, laytime or time on demurrage shall resume counting
from vessel's arrival within the limits of the port or as provided in Clause 18(b) if applicable.

(e) Inspection

Unless the conditions of Clause 18(b) apply, at first or sole loading port Master's notice of readiness shall be
accompanied by pass of the National Cargo Bureau/Port Warden and Grain Inspector's certificate of vessel's readiness
in all compartments to be loaded, for the entire cargo covered by the Charterparty as per Clause 3. In the event that
vessel loads in subsequent port(s) and is required to re-pass inspections in these ports, any time lost thereat in
securing the required certificates shall not count as laytime or time on demurrage.

19. Laytime

(a)* Vessel is to be loaded and discharged within working days of twenty-four (24) consecutive hours each
(weather permitting). Sundays and Holidays excepted.

(b)* Vessel is to be loaded within working days of twenty-four (24) consecutive hours each (weather
permitting). Sundays and Holidays excepted.

(c)* Vessel is to be discharged at the average rate of tons of 2,240 lbs.*/1,000 kilos* per working day of
twenty-four (24) consecutive hours (weather permitting), Sundays and Holidays excepted on the basis of the Bill of

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

Lading weight.

*Delete para (a), (b) or (c) as appropriate.

(d) Notwithstanding any custom of the port to the contrary, Saturdays shall not count as laytime at loading and
discharging port or ports where stevedoring labor and/or grain handling facilities are unavailable on Saturdays or
available only at overtime and/or premium rates.

In ports where only part of Saturdays is affected by such conditions, as described above, laytime shall count until the
expiration of the last straight time period.

Where six or more hours of work are performed at normal rates, Saturday shall count as a full lay day.

(e) In the event that the vessel is waiting for loading or discharging berth, no laytime is to be deducted during such period
for reasons of weather unless the vessel occupying the loading or discharging berth in question is actually prevented
from working grain due to weather conditions in which case time so lost is not to count.

20. Demurrage/Despatch Money

Demurrage at loading and/or discharging ports is to be paid at the rate of per day or pro rata for part of
a day and shall be paid by Charterers in respect of loading port(s) and by Charterers/Receivers* in respect of
discharging port(s). Despatch money to be paid by Owners at half the demurrage rate for all laytime saved at loading
and/or discharging ports.
Sa

Any time lost for which Charterers/Receivers are responsible, which is not excepted under this Charterparty, shall
count as laytime, until same has expired, thence time on demurrage.
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*Delete as appropriate.
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21. Shifting
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(a) Shifting expenses and time

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(i) Cost of shifting between loading berths and cost of shifting between discharging berths, including bunker fuel used,
to be for Owners'*/Charterers'/Receivers'* account, time counting.
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(ii) If vessel is required to shift from one loading or discharging berth to a lay berth or anchorage due to subsequent
loading or discharging berth(s) not being available, all such shifting expenses, as defined above shall be for
Owners'*/Charterers'/Receivers'* account, time counting.

(iii) If the vessel shifts from the anchorage or waiting place outside the port limits either directly to the first loading or
discharging berth or to a lay berth or anchorage within the port limits the cost of that shifting shall be for Owners'
account and time so used shall not count even if vessel is on demurrage.

(iv) Cost of shifting from lay berth or anchorage within the port limits to first loading or first discharging berth to be for
Owners' account, time counting.

(b) Shifting in and out of the same berth

If vessel is required by Charterers/Receivers* to shift out of the loading berth or the discharging berth and back to the
same berth, one berth shall be deemed to have been used, but shifting expenses from and back to the loading or
discharging berth so incurred shall be for Charterers'/Receivers'* account and laytime or time on demurrage shall
count.

(c) Overtime expenses for vessel's officers and crew shall always be for Owners' account.

*Delete as appropriate.

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

22. Gear and Lights

If required, the Master is to give free use of vessel's cargo gear, including runners, ropes and slings as on board, and
power to operate the same.

Vessel's personnel is to operate the gear if permitted to do so by shore regulations, failing which shore operators are
to be used.

Such shore operators are to be for Owners' account at loading port(s) if the provisions of Clause 10 (b) apply,
otherwise for Charterers' account at loading and Charterers'*/Receivers'* account at discharging port(s).

Time lost on account of breakdowns of vessel's gear essential to the loading or discharging of this cargo is not to count
as laytime or time on demurrage, and if Clause 10 (a) applies any stevedore standby time charges incurred thereby
shall be for Owners' account.

If required, Master shall give free use of the vessel's lighting as on board for night work.

*Delete as appropriate.

23. Seaworthy Trim

If ordered to be loaded or discharged at two or more ports, the vessel is to be left in seaworthy trim to Master's
satisfaction (not exceeding the requirements of the Safety of Life at Sea Convention as applied in the country in which
such ports are situated) for the passage beween ports at Charterers' expense at loading and at Charterers'/Receivers'
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expense at discharging ports, and time used for placing vessel in seaworthy trim shall count as laytime or time on
demurrage.
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24. Draft/Lighterage
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Owners warrant the vessel's deepest salt water draft shall not exceed feet inches on
completion of loading and feet inches on arrival at first or sole discharging port.
e

Should the vessel be ordered to discharge at a place in which there is not sufficient water for her to get the first tide
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after arrival without lightening, and lie always afloat, laytime is to count as per Clause 18 at a safe anchorage for
similar vessels bound for such a place and any lighterage expenses incurred to enable her to reach the place of
discharge is to be at the expense and risk of the cargo, any custom of the port or place to the contrary
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notwithstanding, but time occupied in proceeding from the anchorage to the discharging berth is not to count as
laytime or time on demurrage.

Unless loading and/or discharging ports are named in this Charterparty, the responsibility for providing safe port of
loading and/or discharging lies with the Charterers/Receivers* provided Owners have complied with the maximum
draft limitations as per this Clause 24.

*Delete as appropriate.

25. Car Decks, etc.

It is understood that if this vessel is fitted with car decks, container fittings and/or any other special fittings not
connected with the carriage of grain in bulk, any extra expenses incurred in loading and/or discharging as a result of
the presence of such car decks, container fittings and/or special fittings are to be for Owners' account. Time so lost
shall not count as laytime or time on demurrage.

26. Dues and/or Taxes

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

27. Seaway Tolls

All St. Lawrence Seaway and/or Welland Canal tolls on vessel and/or cargo assessed by Canadian and United States
Authorities are to be paid and borne by Owners.

28. Water Pollution

Any time lost on account of vessel's non-compliance with Government and/or State and/or Provincial regulations
pertaining to water pollution shall not count as laytime or time on demurrage.

29. Agents

Owners*/Charterers* are to appoint agents at loading port(s) and Owners*/Charterers* are to appoint agents at
discharging port(s).

In all instances, agency fees shall be for Owners' account but are not to exceed customary applicable fees.

*Delete as appropriate.

30. Strikes, Stoppages, etc

If the cargo cannot be loaded by reason of Riots, Civil Commotions or of a Strike or Lock-out of any class of workmen
essential to the loading of the cargo, or by reason of obstructions or stoppages beyond the control of the Charterers
caused by Riots, Civil Commotions or a Strike or Lock-out on the Railways or in the Docks or other loading places, or if
Sa

the cargo cannot be discharged by reason of Riots, Civil Commotions, or of a Strike or Lock-out of any class of
workmen essential to the discharge, the time for loading or discharging, as the case may be, shall not count during the
continuance of such causes, provided that a Strike or Lock-out of Shippers' and/or Receivers' men shall not prevent
m

demurrage accruing if by the use of reasonable diligence they could have obtained other suitable labor at rates
current before the Strike or Lock-out. In case of any delay by reason of the before mentioned causes, no claim for
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damages or demurrage shall be made by the Charterers/Receivers of the cargo or Owners of the vessel. For the
purpose, however, of settling despatch rebate accounts, any time lost by the vessel through any of the above causes
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shall be counted as time used in loading, or discharging, as the case may be.
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31. Ice

Loading Port
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(a) If the Vessel cannot reach the loading port by reason of ice when she is ready to proceed from her last port, or at any
time during the voyage, or on her arrival, or if frost sets in after her arrival, the Master - for fear of the Vessel being
frozen in - is at liberty to leave without cargo; in such cases this Charterparty shall be null and void.

(b) If during loading, the Master, for fear of Vessel being frozen in, deems it advisable to leave, he has the liberty to do so
with what cargo he has on board and to proceed to any other port with option of completing cargo for Owners' own
account to any port or ports including the port of discharge. Any part cargo thus loaded under this Charterparty to be
forwarded to destination at Vessel's expense against payment of the agreed freight, provided that no extra expenses
be thereby caused to the Consignees, freight being paid on quantity delivered (in proportion if lump sum), all other
conditions as per Charterparty.

(c) In case of more than one loading port, and if one or more of the ports are closed by ice, the Master or Owners to be at
liberty either to load the part cargo at the open port and fill up elsewhere for the Owners' own account as under sub-
clause (b) or to declare the Charterparty null and void unless the Charterers agree to load full cargo at the open port.

Voyage and Discharging Port

(d) Should ice prevent the Vessel from reaching the port of discharge, the Charterers/Receivers shall have the option of
keeping the Vessel waiting until the re-opening of navigation and paying demurrage or of ordering the vessel to a safe
and immediately accessible port where she can safely discharge without risk of detention by ice. Such orders to be

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

given within 48 hours after the Owners or Master have given notice to the Charterers/Receivers of impossibility of
reaching port of destination.

(e) If during discharging, the Master, for fear of Vessel being frozen in, deems it advisable to leave, he has liberty to do so
with what cargo he has on board and to proceed to the nearest safe and accessible port. Such port to be nominated
by Charterers/Receivers as soon as possible, but not later than 24 running hours, Sundays and holidays excluded, of
receipt of Owners' request for nomination of a substitute discharging port, failing which the Master will himself
choose such port.

(f) On delivery of the cargo at such port, all conditions of the Bill of Lading shall apply and the Owners shall receive the
same freight as if the Vessel had discharged at the original port of destination, except that if the distance to the
substitute port exceeds 100 nautical miles the freight on the cargo delivered at that port to be increased in
proportion.

32. Extra Insurance

Any extra insurance on cargo incurred owing to vessel's age, class, flag or ownership to be for Owners' account up to a
maximum of and may be deducted from the freight, in Charterers' option. The Charterers shall furnish
evidence of payment supporting such deduction.

33. P. & I. Bunker Clause

The vessel shall have the liberty as part of the contract voyage to proceed to any port or ports at which bunker oil is
available for the purpose of bunkering at any stage of the voyage whatsoever and whether such ports are on or off the
Sa

direct and/or customary route or routes between any of the ports of loading or discharge named in this Charterparty
and may there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of bunker tanks
and deep tanks and any other compartment in which oil can be carried whether such amount is or is not required for
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the chartered voyage.

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34. Deviation
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Any deviation in saving or attempting to save life or property at sea or any reasonable deviation shall not be deemed
to be an infringement or breach of this Charterparty and the Owners shall not be liable for any loss or damage
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resulting therefrom; provided, however, that if the deviation is for the purpose of loading or unloading cargo or
passengers it shall, prima facie, be regarded as unreasonable.
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35. Lien and Cesser Clause

The Owners shall have a lien on the cargo for freight, deadfreight, demurrage, and average contribution due to them
under this Charterparty.

Charterers' liability under this Charterparty is to cease on cargo being shipped except for payment of freight,
deadfreight, and demurrage at loading, and except for all other matters provided for in this Charterparty where the
Charterers' responsibility is specified.

36. Exceptions

Owners shall be bound before and at the beginning of the voyage to exercise due diligence to make the vessel
seaworthy and to have her properly manned, equipped and supplied and neither the vessel nor the Master or Owners
shall be or shall be held liable for any loss of or damage or delay to the cargo for causes excepted by the U.S. Carriage
of Goods by Sea Act, 1936 or the Canadian Carriage of Goods by Water Act, 1970, or any statutory re-enactment
thereof.

And neither the vessel, her Master or Owners, nor the Charterers or Receivers shall, unless otherwise in this
Charterparty expressly provided, be responsible for loss of or damage or delay to or failure to supply, load, discharge
or deliver the cargo arising or resulting from: Act of God, act of war, act of public enemies, pirates or assailing thieves;
arrest or restraint of princes, rulers or people; seizure under legal process, provided bond is promptly furnished to

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

release the vessel or cargo; floods; fires; blockades; riots; insurrections; Civil Commotions; earthquakes; explosions.
No exception afforded the Charterers or Receivers under this clause shall relieve the Charterers or Receivers of or
diminish their obligations for payment of any sums due to the Owners under provisions of this Charterparty.

37. U.S.A. Clause Paramount

If the vessel loads in the U.S.A. the U.S.A. Clause Paramount shall be incorporated in all Bills of Lading and shall read as
follows:

"This Bill of Lading, shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States,
approved April 16, 1936, or any statutory re-enactment thereof, which shall be deemed to be incorporated herein,
and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an
increase of any of its responsibilities or liabilities under said Act. If any term of this Bill of Lading be repugnant to said
Act to any extent, such terms shall be void to that extent but no further."

38. Canadian Clause Paramount

If the vessel loads in Canada the Canadian Clause Paramount shall be incorporated in all Bills of Lading and shall read
as follows:

"This Bill of Lading, so far as it relates to the carriage of goods by water, shall have effect, subject to the provisions of
the Carriage of Goods by Water Act, 1970. Revised Statutes of Canada, Chapter C-15, enacted by the Parliament of the
Dominion of Canada, or any statutory re-enactment thereof, which shall be deemed to be incorporated herein, and
nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase
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of any of its responsibilities or liabilities under the said Act. If any term of this Bill of Lading be repugnant to said Act to
any extent, such term shall be void to that extent, but no further."
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39. Both-to- Blame Collision Clause

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If the liability for any collision in which the vessel is involved while performing this Charterparty falls to be determined
in accordance with the laws of the United States of America, the following clause shall apply:
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"If the vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act,
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neglect or default of the master, mariner, pilot or the servants of the Carrier in the navigation or in the management
of the vessel, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the
other or non-carrying vessel or her owners in so far as such loss or liability represents loss of or damage to or any
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claim whatsoever of the owners of the said goods, paid or payable by the other or non-carrying vessel or her owners
to the owners of the said goods and set off, recouped or recovered by the other or non-carrying vessel or her owners
as part of their claim against the carrying vessel or Carrier."

The foregoing provisions shall also apply where the Owners, operators or those in charge of any vessel or vessels or
objects other than, or in addition to, the colliding vessels or objects are at fault in respect to a collision or contact."

The Charterers shall procure that all Bills of Lading issued under this Charterparty shall contain the same clause.

40. General Average/New Jason

General Average shall be adjusted according to the York/Antwerp Rules 1974 and shall be settled in

Where the adjustment is made in accordance with the law and practice of the United States of America, the following
clause shall apply:

"In the event of accident, danger, damage or disaster before or after commencement of the voyage, resulting from
any cause whatsoever, whether due to negligence or not, for the consequences of which, the Carrier is not
responsible, by Statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute
with the Carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature
that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving vessel or
vessels belonged to strangers. Such deposit as the Carrier or his agents may deem sufficient to cover the estimated
contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods,
shippers, consignees or owners of the goods to the Carrier before delivery."

The Charterers shall procure that all Bills of Lading issued under this Charterparty shall contain the same clause.

41. War Risks

(a) The Master shall not be required or bound to sign Bills of Lading for any blockaded port or for any port which the
Master or Owners in his or their discretion consider dangerous or impossible to enter or reach.

(b) (i) If any port of loading or of discharge named in this Charterparty or to which the vessel may properly be ordered
pursuant to the terms of the Bills of Lading be blockaded, or

(ii) if owing to any war, hostilities, warlike operations, civil war, civil commotions, revolutions, or the operation of
international law (a) entry to any such port of loading or of discharge or the loading or discharge of cargo at any such
port be considered by the Master or Owners in his or their discretion dangerous or (b) it be considered by the Master
or Owners in his or their discretion dangerous or impossible for the vessel to reach any such port of loading or of
discharge - the Charterers shall have the right to order the cargo or such part of it as may be affected to be loaded or
discharged at any other safe port of loading or of discharge within the range of loading or discharging ports
respectively established under the provisions of the Charterparty (provided such other port is not blockaded or that
entry thereto or loading or discharge of cargo thereat is not in the Master's or Owners' discretion dangerous or
prohibited). If in respect of a port of discharge no orders be received from the Charterers within 48 hours after they or
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their agents have received from the Owners a request for the nomination of a substitute port, the Owners shall then
be at liberty to discharge the cargo at any safe port which they or the Master may in their or his discretion decide on
(whether within the range of discharging ports established under the provisions of the Charterparty or not) and such
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discharge shall be deemed to be due fulfilment of the contract or contracts of affreightment so far as cargo so
discharged is concerned. In the event of the cargo being loaded or discharged at any such other port within the
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respective range of loading or discharging ports established under the provisions of the Charterparty, the Charterparty
shall be read in respect of the freight and all other conditions whatsoever as if the voyage performed were that
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originally designated. In the event, however, that the vessel discharges the cargo at a port outside the range of
discharging ports established under the provisions of the Charterparty, freight shall be paid as for the voyage originally
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designated and all extra expenses involved in reaching the actual port of discharge and/or discharging the cargo
thereat shall be paid by the Charterers or Cargo Owners. In this latter event the Owners shall have a lien on the cargo
for all such extra expenses.
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(c) The vessel shall have liberty to comply with any directions or recommendations as to departure, arrival, routes, ports
of call, stoppages, destinations, zones, waters, delivery or in any other wise whatsoever given by the government of
the nation under whose flag the vessel sails or any other government or local authority including any de facto
government or local authority or by any person or body acting or purporting to act as or with the authority of any such
government or authority or by any committee or person having under the terms of the war risks insurance on the
vessel the right to give any such directions or recommendations. If by reason of or in compliance with any such
directions or recommendations, anything is done or is not done such shall not be deemed a deviation.

If by reason of or in compliance with any such directions or recommendations the vessel does not proceed to the port
or ports of discharge originally designated or to which she may have been ordered pursuant to the terms of the Bills of
Lading, the vessel may proceed to any safe port of discharge which the Master or Owners in his or their discretion may
decide on and there discharge the cargo. Such discharge shall be deemed to be due fulfilment of the contract or
contracts of affreightment and the Owners shall be entitled to freight as if discharge has been effected at the port or
ports originally designated or to which the vessel may have been ordered pursuant to the terms of the Bills of Lading.
All extra expenses involved in reaching and discharging the cargo at any such other port of discharge shall be paid by
the Charterers and/or Cargo Owners and the Owners shall have a lien on the cargo for freight and all such expenses.

42. Address Commission

An address commission of % on gross freight, deadfreight and demurrage is due to Charterers at time

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.
 NORGRAIN 89

freight and/or demurrage is paid, vessel lost or not lost, Charterers having the right to deduct such commission from
payment of freight and/or demurrage.

43. Brokerage Commission

A brokerage commission of % on gross freight, deadfreight, and demurrage is payable by Owners to

at time of receiving freight payment and/or demurrage payments(s), vessel lost or not lost.

44. Assignment

Charterers have the privilege of transferring/assigning/reletting all or part of this Charterparty to others (guaranteeing
to the Owners the due fulfilment of this Charterparty).

45. Arbitration

(a) New York. All disputes arising out of this contract shall be arbitrated at New York in the following manner, and be
subject to U.S. Law:

One Arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen. Their decision or that
of any two of them shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of
the court. The Arbitrators shall be commercial men, conversant with shipping matters. Such Arbitration is to be
conducted in accordance with the rules of the Society of Maritime Arbitrators Inc.

For disputes where the total amount claimed by either party does not exceed U.S.$ ** the arbitration
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shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators Inc.

(b) London. All disputes arising out of this contract shall be arbitrated at London and, unless the parties agree forthwith
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on a single Arbitrator, be referred to the final arbitrament of two Arbitrators carrying on business in London who shall
be members of the Baltic Mercantile & Shipping Exchange and engaged in the Shipping and/or Grain Trades, one to be
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appointed by each of the parties, with power to such Arbitrators to appoint an Umpire. No award shall be questioned
or invalidated on the ground that any of the Arbitrators is not qualified as above, unless objection to his action be
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taken before the award is made. Any dispute arising hereunder shall be governed by English Law.
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For disputes where the total amount claimed by either party does not exceed U.S. $ ** the arbitration
shall be conducted in accordance with the Small Claims Procedure of the London Maritime Arbitrators Association.
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* Delete para. (a) or (b) as appropriate.

** Where no figure is supplied in the blank space this provision only shall be void but the other provisions of this
clause shall have full force and remain in effect.

Copyright © 1989 The Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA), New York. This BIMCO SmartCon document may not be
copied without the permission of the copyright owners. First published in 1973, revised in 1989.